Attached files
file | filename |
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S-1MEF - S-1MEF - Cullinan Oncology, Inc. | d65950ds1mef.htm |
EX-23.1 - EX-23.1 - Cullinan Oncology, Inc. | d65950dex231.htm |
Exhibit 5.1
|
Goodwin Procter LLP 100 Northern
Avenue
goodwinlaw.com
+1 617 570 1000 |
January 7, 2021
Cullinan Management, Inc.
One Main Street, Suite 520
Cambridge, MA 02142
Re: Securities Registered under Registration Statement on Form S-1
We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-251512) (as amended or supplemented, the Initial Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the 462(b) Registration Statement, and together with the Initial Registration Statement, the Registration Statement). This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Cullinan Management, Inc., a Delaware corporation (the Company) of up to 13,685,000 shares (the Shares) of the Companys Common Stock, $0.0001 par value per share, including 1,785,000 shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the Underwriting Agreement).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Company Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption Legal Matters in the Initial Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, | ||
/s/ Goodwin Procter LLP | ||
GOODWIN PROCTER LLP |